Jovian Announces that Tailwind Financial has Entered into a Letter of Intent
Wed Aug 27, 3:55 PMTORONTO, Aug. 27 /CNW/ - Jovian Capital Corporation ("Jovian") (TSX: JOV.TO) and wholly-owned subsidiary JovFunds Management Inc. ("JovFunds") announce that Tailwind Financial Inc. ("Tailwind") (AMEX: TNF), a blank-check development stage company in which Jovian has an indirect interest, has signed a letter of intent with Grand Union Inc., a shipping operating company. Attached below is the full text of the press release issued by Tailwind (all dollars amounts in U.S. currency). Jovian has not reviewed and does not accept responsibility for the adequacy or accuracy of that release.
This proposed transaction follows the announcement by Tailwind on August 8, 2008, of the termination of the Agreement and Plan of Merger between Tailwind and Asset Alliance Corporation. The full text of that press release is also attached below. Jovian has not reviewed and does not accept responsibility for the adequacy or accuracy of that release.
As announced on April 20, 2007, JovFunds owns 50% of Parkwood Holdings Ltd., which has an indirect interest in Tailwind.
About JovFunds Management Inc. (www.jovfunds.com)
JovFunds provides innovative investment solutions for Canadians through the creation, distribution and management of high quality investment products. JovFunds manages and distributes in excess of $2.5 billion in client assets and is wholly owned by Jovian Capital Corporation.
About Jovian Capital Corporation (www.joviancapital.com)
Jovian acquires, creates and grows financial services companies specializing in wealth and asset management. The Jovian group of companies (MGI Securities Inc., MGI Securities (USA) Inc., Rice Financial Group Inc., BetaPro Management Inc., Horizons Funds Inc., JovFunds Management Inc., JovFunds Inc., JovInvestment Management Inc., Leon Frazer & Associates Inc., T.E. Wealth and Felcom Data Services Inc.) manages $16.0 billion of client assets ($6.5 billion in assets under management and $9.5 billion in assets under administration). Additional information is available at www.joviancapital.com and www.sedar.com
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Tailwind Financial Inc.
Signs Letter of Intent to Acquire 20 Dry Bulk Vessels
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TORONTO and NEW YORK - August 27, 2008 - Tailwind Financial Inc. ("Tailwind") (AMEX: TNF; TNF.U; TNF.WS), a special purpose acquisition company, today announced that it has signed a letter of intent with GrandUnion Inc ("GrandUnion"), a shipping company headquartered in Piraeus, Greece, contemplating the acquisition by Tailwind of 20 vessels operating in the dry bulk industry, including nine new buildings to be delivered in 2010 and 2011. Subject to the completion of the acquisition, the fleet will be composed of approximately 2.0 million DWT, making it one of the leading publicly traded dry bulk shipping operators. The acquisition of the eleven existing vessels is valued in excess of $600 million and will result in a fully integrated dry bulk shipping company generating EBITDA anticipated to be in excess of $113 million for 2009.
The surviving company will be led by a management team composed of Nicholas Fistes and Michael Zolotas, the principals of GrandUnion, and Allan Shaw. The management team will focus its full-time efforts on the integrated business of vessel ownership and technical and commercial management.
Mr. Fistes will serve as Chairman of the Board and Chief Executive Officer. Mr. Fistes is a long-time industry participant with over 25 years of shipping experience. He currently serves as Chairman of GrandUnion and President of Newfront Shipping S.A. and Newlead Shipping S.A. Mr. Fistes is also the Chairman of Intertanko and a member of the Executive Committees of Ceres Group and Intercargo and formerly of Euronav. Mr. Fistes also serves as a member of the ABS Council, Bureau Veritas Hellenic & Black Sea Regional Committee, DNV Committee, RINA Committee, CCS Mediterranean Committee and the Board of HELMEPA. Mr. Fistes has degrees from M.I.T. (MBA - Ocean Systems Management) and Newcastle University (Bsc. - Naval Architecture and Shipbuilding).
Mr. Zolotas will serve as Vice Chairman, President and Chief Operating Officer. Mr. Zolotas has over 15 years of experience in dry bulk shipping and is currently the CEO of GrandUnion and the President of Stamford Navigation Inc. and Vice President of Newfront Shipping S.A. and Newlead Shipping S.A. Mr. Zolotas serves as a member of Bureau Veri Hellenic & Black Sea Regional Committee, CCS Mediterranean Committee and the RINA Committee. Mr. Zolotas was educated at Stevens Institute of Technology (Bs. - Mechanical Engineering) and the Institute of Charter Shipbrokers.
Mr. Shaw will be a Board Member and Chief Financial Officer. Mr. Shaw has over 15 years experience in the public markets and is currently the chairman of the Audit and Compensation Committees of Navios Maritime Holdings Inc. Mr. Shaw also serves as a member of the Finance Committee for the Board of Edith & Carl Marks JCH of Bensonhurst. He is currently the principal of Shaw Strategic Capital LLC and was most recently the CFO & Executive Management Board Member, Serono SA. Mr. Shaw was educated at the State University of New York, College at Oswego (BS.) and is a Certified Public Accountant.
The letter of intent provides for a period of exclusivity to negotiate and execute a definitive agreement. The consummation of the contemplated transaction will be subject to a number of conditions, including obtaining secured vessel financing for existing vessels and new buildings, the preparation of proxy materials and the required vote of the stockholders of Tailwind. Further details relating to the contemplated transaction will be available at a later date following the execution of definitive agreements.
About Tailwind
Tailwind was incorporated in Delaware on June 30, 2006 as a special purpose acquisition company whose objective is to quire, through a purchase, asset acquisition, or other business combination, one or more operating businesses. Tailwind completed its initial public offering on April 17, 2007.
Forward-Looking Statements
Any statements contained in this press release that do not describe historical facts may constitute forward-looking statements as that term is defined by the United States Private Securities Litigation Reform Act of 1995. Any such forward-looking statements contained herein are based on current expectations, but are subject to a number of risks and uncertainties that may cause actual results to differ materially from expectations such as material adverse events affecting Tailwind, the ability of Tailwind to satisfy the conditions to completion of the business combination and those other risks and uncertainties detailed in Tailwind's filings with the Securities and Exchange Commission.
Contact:
Tailwind Financial, Inc. GrandUnion Inc
Andrew A. McKay Thomas J. Rozycki, Jr.
Chief Executive Officer Senior Vice President
Tailwind Financial, Inc. CJP Communications for GrandUnion Inc
181 Bay Street, Suite 2040 350 Fifth Avenue
Toronto, Ontario, M5J 2T3 Suite 3901
(416) 601-2422 New York, NY 10118
(416) 601-2423 (FAX) (212) 279-3115 x208
Email: amckay@tailwindfc.com Email: trozycki@cjpcom.com
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Tailwind Financial Inc. and Asset Alliance Corporation
Announce Termination of Merger Agreement
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TORONTO and NEW YORK, August 8, 2008 - Tailwind Financial Inc. ("Tailwind") (AMEX: TNF), a blank check development stage company, and Asset Alliance Corporation ("Asset Alliance"), a Delaware corporation, today jointly announced that they have terminated the Agreement and Plan of Merger between Tailwind and Asset Alliance dated January 8, 2008, whereby Tailwind would have acquired all of the outstanding common stock of Asset Alliance in exchange for shares of Tailwind common stock. The decision to terminate was based on the belief that the transaction would not receive shareholder approval due to market conditions in the financial services sector. Tailwind will continue to seek other business combinations with targets in a variety of industries. Asset Alliance will seek other sources of capital to expand its manager acquisition and manager seeding business.
About Tailwind
Tailwind was incorporated in Delaware on June 30, 2006 as a blank check development stage company whose objective is to acquire, through a purchase, asset acquisition, or other business combination, one or more operating businesses. Tailwind completed its initial public offering on April 17, 2007.
About Asset Alliance
Asset Alliance is a multi-faceted investment management firm specializing in alternative investment management - specifically hedge funds. Founded in 1996 and with offices in New York, London and Dubai, Asset Alliance offers strategic opportunities for highly skilled hedge fund managers; provides advisory services to organizations worldwide; and manages investment products for high net worth and institutional investors. Asset Alliance and affiliate managers in which Asset Alliance has an interest have in excess of $3 billion of assets under management.
Contacts:
Tailwind Financial, Inc. Asset Alliance Corporation
Gordon A. McMillan, Chairman Bruce H. Lipnick, Chief Executive Office
181 Bay Street, Suite 2040 800 Third Avenue, 22nd Floor
Toronto, Ontario, M5J 2T3 New York, NY 10022
Tel: (416) 601-2445 Tel: (212) 207-8786
Fax: (416) 601-2423 Fax: (212) 207-8785
gmcmillan@tailwindfc.com lipnick@assetalliance.com
Andrew A. McKay, Walek & Associates
Chief Executive Officer
181 Bay Street, Suite 2040 Mary Beth Kissane, Principal
Toronto, Ontario, M5J 2T3 317 Madison Avenue, Suite 2300
Tel: (416) 601-2422 New York, NY 10017
Fax: (416) 601-2423 Tel: (212) 590-0536
amckay@tailwindfc.com Fax: (212) 889-7174
mbkissane@walek.com
ContactsDon Sangster
Investor Relations
Jovian Capital Corporation
(416) 933-5744 or Philip Armstrong.
C.E.O.
Jovian Capital Corporation
(416) 933-5752
78.40 (0.93%)
